This Week in the Boardroom: 7/14/11 TK Kerstetter, President, Corporate Board Member; Scott Cutler, Executive Vice President, NYSE Euronext; and Stephen Lamb, Partner, Paul Weiss discuss the fact that losing a say-on-pay vote increases the likelihood of a shareowner lawsuit. See also Frivolous Say on Pay Lawsuits: Another Unintended Consequence. This seems like a no-brainer to me. Over […]
Archive | July, 2011
Steris (STE): How I Voted
Steris (STE) is one of the stocks in my portfolio. Their annual meeting is coming up today, July 28. Sorry to be so late in posting my vote. I missed the deadline to use the MoxyVote.com platform. Additionally, they had no voting advice on this issuer. ProxyDemocracy.org was slightly better, with advice from one fund, CBIS. They withheld votes from all board […]
Wayback Machine
It has been months since I’ve done a quick look back. In July 2001 I was reporting on Financial information group Thomson Corp. announced it is selling its much-respected proxy vote research arm Institutional Shareholder Services to smaller rival Proxy Monitor. (Warning: most old links are broken: the Internet doesn’t stand still) The International Corporate Governance Network (ICGN), representing institutions […]
Corporate Director's Guidebook, Sixth Edition
I haven’t read the new Guidebook but I see that Corporate Counsel invited Weil, Gotshal & Manges partner Holly Gregory, who co-chaired the committee that authored the book talk about it with Spencer Smul of Estee Lauder and Lynn Stout of UCLA School of Law who did not. Asked about what’s been preserved from prior edition, […]
Corporate Transactions Handbook: A Deal Structure Primer — Reviewed
The Corporate Transactions Handbook by Lawrence Hsieh is an annually supplemented legal guide designed to help attorneys, bankers and, I would add, boardmembers, to become fully acquainted with the major legal issues related to a variety of corporate transactions in the most popular practice areas. One unusual characteristic of the book, especially for a legal handbook […]
What Would Proxy Access Look Like if Done Right?
The Business Roundtable and Chamber of Commerce made their case and the Court found the SEC rulemaking on proxy access arbitrary and capricious “for having failed once again… to adequately assess the economic effects of a new rule.” The SEC rules certainly didn’t come out the way Les Greenberg and I envisioned when we petitioned […]
Video Friday: Unraveled & Housing Bubble
“Unraveled” reveals the lesser-known case against Mark Dreier, an attorney and “philanthropist” charged with wire fraud, money laundering and other charges. In what amounts to a fascinating study of greed and motivation told from within an intimate series of exchanges, director Marc Simon allows Dreier to share his account of the events that transpired. Slick […]
Extracurricular Reading
From August 2011 Harper’s Index: Portion of employers who say they conduct criminal-background checks on potential employees: ¾ Chance that an American adult has a criminal record: 1 in 4 Percentage of applicants offered undergraduate admission to Harvard this year: 6.2 Percentage of applicants accepted for employment on McDonanld’s National Hiring day in April: 6.2 […]
Latest CEO Pay Outrage: Two Sets of Books – Sign Petition
Sen. Carl Levin, D-Mich., and Sen. Sherrod Brown, D-Ohio, announced they introduced legislation to end tax breaks for stock options. As pointed out by Paul Hodgson – Chief Communications Officer of The Corporate Library: Since they are considered performance-related pay, stock option expense is subject to corporate tax relief under Section 162(m) of the IRC. […]
Reframing Corporate Social Responsibility
Reframing Corporate Social Responsibility: Lessons from the Global Financial Crisis, edited by William Sun, Jim Stewart, and David Pollard, is volume 1 in an important new series: Critical Studies on Corporate Responsibility, Governance and Sustainability. Disclosure: I’m on the Editorial Advisory and Review Board of the series at the request of William Sun, who I’ve […]
Risks of Fracking
The companies most likely to be trusted by investors and most readily welcomed by local communities will be those that: • Have an across-the-board, transparent record of voluntary actions to reduce the quantity and toxicity of chemicals; • Develop innovative methods for reducing use of fresh water — for example, recycling fracturing waste waters or […]
Shareholder Protection Act
The Story of Stuff people did a great job of creating a video about Citizens United, asking for a Constitutional Amendment limiting corporate influence…very ambitious but unlikely to provide a solution anytime soon. The SEC ruled that shareowner proposals calling for approval of political spending must be included on the company’s proxy card and put […]
Wall Street: From Mortgages to Taxes
The Street is tailoring government bonds to fit the winning mortgage market strategy, right down to selling shorts to investors who are gambling right now that governments won’t be able to meet both their budgets and pay their loans off, given the crippling economy that still hasn’t recovered from the subprime mortgage crash. The idea […]
Video Friday: CalPERS Candidate Forum
Videos are now available from the “CalPERS Candidates’ Forum,” moderated by the League of Women Voters of Sacramento County, on Wednesday, July 6, 2011 in the CalPERS Auditorium. I sponsor these CalPERS forums as publisher of PERSWatch.net because I think there is far too little coverage of these important elections in the press. This is my […]
Video Friday: 6 Degrees Warmer: Mass Extinction?
Will we actually be frightened enough to do something more than install solar panels on our roof, buy a Prius and recycle our garbage? It doesn’t take an economist to understand the basic economic principle that you can’t grow an asset if you have destroyed the asset base. This fundamental principle seems to make perfect […]
How to Profit from the Coming Debt Default
As my stocks tumble amidst growing uncertainty over whether or not to raise the debt ceiling, I couldn’t help but wonder, how could I profit from those who seem bent on destroying the US economy? House Democrats are circulating a resolution accusing House Majority Leader Eric Cantor (R-Va.) of having a conflict of interest in […]
IFC Integrates Corporate Governance Analysis
The International Finance Corporation (IFC), a member of the World Bank Group, claims to be the first development finance institution to require a systematic corporate governance analysis of every investment transaction as part of its due diligence. According to their press release, all new IFC investments will be subject to a focused corporate governance analysis […]
Videos of CalPERS Candidate Forum Available
Videos are now available from the “CalPERS Candidates’ Forum,” moderated by the League of Women Voters of Sacramento County, on Wednesday, July 6, 2011 in the CalPERS Auditorium. Although less than 50 people showed up for the forum, I expect many more will watch them online. We will need to consider other options for the next […]
Median CEO Pay Up Again: My Apologies
Do I need to apologize? I’ve been using USPX guidelines to vote down pay packages at large companies over the $9 million 2010 median reported by Equilar earlier this year. Now, they’ve revised their pay figures. Final data show median pay for top executives at 200 big companies last year was $10.8 million, up 23% […]
CalSTRS Advance Board Diversity
CalSTRS withdrew all eight of its board diversity shareholder proposals filed during the 2011 proxy season after successfully engaging companies to consider diversity in director searches. In recent years, the issues of board of director leadership and oversight roles have taken on increased significance to long-term investors, such as CalSTRS. Today’s economic challenges highlight the […]
Economics of Good and Evil: The Secret Foundations of a Science
Economics of Good and Evil: The Quest for Economic Meaning from Gilgamesh to Wall Street, by Thomas Sedlacek, explores the path dependency of modern Western economics through mythology, religion and fables. I wish the book had been published and influential forty-five years ago when I was a freshman economics major. When I was an undergraduate student […]
Non-Financial Reporting
The Global Education Research Network symposium hosted by the Center for Corporate Citizenship opened with a panel titled “Looking at the Big Picture of Non-Financial Reporting.” Moderator Brad Googins, associate professor at the Carroll School, was joined by Steve Lydenberg, partner, Strategic Vision, Domini Social Investing, and Michael Sadowski, vice president, SustainAbility Inc. Googins asked […]
Dell (DELL): How I Voted
Dell (DELL) is one of the stocks in my portfolio. Their annual meeting is coming up July 15 and today is the last day to vote using the MoxyVote.com platform. MoxyVote.com had seven “good causes,” including two consolidations. ProxyDemocracy.org had five funds voting. I see none of the five are voting in favor all the board members. Most are withholding votes against most […]
Call for Papers: Ethical Finance & Governance
A December 16, 2011 on Ethical Finance & Governance is planned for Paris, chaired by H. Jemel (Amiens School of Management & LEM UMR 8179, Fr), JM. Sahut (HEG Geneva, Ch & CEREGE EA 1722-Univ. Poitiers, Fr) & F. Teulon (IPAG LAB, Fr). Guest speaker at the conference will be Z. Sardar, a Visiting Professor at City […]
Call for Papers on Institutional Investors & Sustainability
I’m on the editorial advisory board of the Critical Studies on Corporate Responsibility, Governance and Sustainability series of books to be published by Emerald and so am helping them scour the world for contributing authors. The next book in the series will be edited by Dr. Suzanne Young, Associate Professor, La Trobe University, Australia, and Professor Stephen Gates, […]
Video Friday: Corporate Board Member at SCS&GP Conference
This Week in the Boardroom (7/7/2011) hosts Paul Washington, Senior Vice President, Deputy General Counsel and Corporate Secretary of Time Warner Inc. The segment–taped at the Society of Corporate Secretaries & Governance Professionals‘ National Conference in Colorado–addresses shareholder proposals, withhold vote campaigns, risk, long vs short-term, and the ever-changing role of corporate secretaries. Make it safe […]
ESOP Appraisers: What is Really Needed
A new U.S. Senate bill would exclude appraisers of employee stock ownership plans (ESOPs) from the U.S. Department of Labor’s new definition of fiduciary. S. 1232 says, Section 3(21)(A) of the Employee Retirement Income…Security Act of 1974 (29 U.S.C. 1002(21)(A)) is amended by inserting ‘and except to the extent a person is providing an appraisal or […]
Sustainability Chat in Progress
The recent launch of the Global Initiative for Sustainability Ratings seeks to bring some order, quality, and accountability to the diverse and booming growth industry of sustainability ratings and rankings—also a topic of the online “SustyChat3” among experts, occurring this week on the OpenEyeWorld platform. via The Sustainability Ratings Industrial Complex: Breaking the Hold | […]
Making Independent Board Leadership Work for the Long Term: Yale Governance Forum 2011 Concluding Remarks
This session was the last for me at the fabulous Yale Governance Forum 2011. I had to leave this session early, missed the last one, missed the Rising Stars event and all those other sessions during the breakout. The session was held under Chatham house rule, so no citing people or their organization when discussing what […]
What is Corporate Governance For? Yale Governance Forum
The second session of the second day of the Yale Governance Forum 2011 was held under Chatham House Rule. Panelists were announced in advance, so that is no secret, but under the rule those reporting must not attribute what was said to specific individuals on the panel or in the audience. Stephen Davis was the moderator. […]
Conference Board to Examine Corporate Political Spending
The Conference Board formed a committee of representatives from Fortune 500 companies and “corporate citizenship executives” to research issues related to disclosure and accountability of corporate political spending and develop a report by fall that will provide corporations with a toolkit of resources to strengthen their governance practices in this area. The current member companies […]
Video Friday: Anne Simpson
Anne Simpson, Senior Portfolio Manager for Corporate Governance at CalPERS, discusses federal regulations, proxy access, the effort to put together a database of qualified (more…)